Remaining Shares. (a) For a period of three months following the Second Tranche Pricing Date, the Shareholder Parties will not Transfer any Subject Shares, any Preferred Shares or any securities convertible into, or exercisable or exchangeable for Subject Shares or Preferred Shares; provided that such prohibition shall not (x) prevent (A) the filing of a Registration Statement pursuant to an exercise of the Shareholder Parties’ rights under Section 4.1 or 4.3 or (B) the participation in a Piggyback Registration pursuant to an exercise of the Shareholder Parties’ rights under Section 4.2 or (y) apply to Transfers (i) to Permitted Transferees, (ii) pursuant to a bona fide third party tender offer or exchange offer or (iii) pursuant to any merger or other similar business combination transaction effected by the Company. (b) On or after the date that is three months after the Second Tranche Pricing Date, the Shareholder Parties may sell, transfer or otherwise divest all of the Subject Shares and the Preferred Shares that they Beneficially Own, at any time and from time to time, in any manner not prohibited by this Agreement; provided, that the Shareholder Parties shall not sell, transfer or otherwise divest Subject Shares and/or Preferred Shares comprising and/or convertible into a number of Common Shares greater than the Subsequent Tranche Maximum in a single transaction or offering or series of related transactions or offerings, unless the Company consents in writing to a greater amount (which consent may be withheld by the Company in its sole discretion). (c) By no later than the third anniversary of the Closing Date (the “Final Sell-Down Date”), the Shareholder Parties will sell, transfer or otherwise divest all of the Subject Shares and the Preferred Shares that they Beneficially Own; provided that the Final Sell-Down Date will be extended by 60 calendar days if a Market Disruption Event has occurred and is continuing within 10 trading days of the original Sell-Down Date.
Appears in 4 contracts
Samples: Shareholder Agreement (Westinghouse Air Brake Technologies Corp), Shareholder Agreement (Westinghouse Air Brake Technologies Corp), Shareholder Agreement (Transportation Systems Holdings Inc.)
Remaining Shares. (ai) For If the Company or the Company and the Shareholders do not elect to purchase any of the Sale Shares, then the selling Shareholder shall be free, for a period of three months following ninety (90) days thereafter, to consummate the Second Tranche Pricing DateTransfer of the Sale Shares on terms no less favorable to itself than as set forth in the Transfer Notice.
(ii) If the Company or the Company and the Shareholders together elect to purchase some, but not all, of the Sale Shares, then the Selling Shareholder shall have the option (A) to consummate the Transfer of the Sale Shares, as set forth in clause (i) above, as though the Company and the Shareholders had not elected to purchase any of the Sale Shares, or (B) to sell to the Company and the electing Shareholders as the case may be, the portion of Sale Shares elected by such parties, and Transfer the balance of such Sale Shares to the Transferee set forth in the Transfer Notice on the terms set forth therein. If the Transfer of the Sale Shares is not consummated within the ninety (90) day period referenced in clause (i) above, the provisions of this Section 4 shall once again apply to such Shares.
(iii) Notwithstanding clause (ii) above, if a Shareholder Parties will shall have elected to purchase not Transfer any Subject Sharesless than its Pro Rata Share (as defined below) of the Sale Shares in accordance with this Section 4, any Preferred Shares or any securities convertible intoand shall have so notified the selling Shareholder in such Shareholder's Election Notice, or exercisable or exchangeable for Subject Shares or Preferred Shares; provided that the selling Shareholder shall be required to exercise the option set forth in clause (ii)(B) above with respect to the Pro Rata Share of such prohibition shall not Shareholder. For purposes of this clause (x) prevent iii), the term "Pro Rata Share" means the product of (A) the filing total number of a Registration Statement pursuant to an exercise of the Shareholder Parties’ rights under Section 4.1 or 4.3 or Sale Shares, and (B) a fraction having a numerator equal to the participation in number of Shares held by the Shareholder exercising its rights under this subsection (iii), and a Piggyback Registration pursuant denominator equal to an exercise the number of Shares held by all Shareholders (other than the selling Shareholder) as of the Shareholder Parties’ rights under Section 4.2 or (y) apply to Transfers (i) to Permitted Transferees, (ii) pursuant to a bona fide third party tender offer or exchange offer or (iii) pursuant to any merger or other similar business combination transaction effected by the Company.
(b) On or after the date that is three months after the Second Tranche Pricing Date, the Shareholder Parties may sell, transfer or otherwise divest all of the Subject Shares and the Preferred Shares that they Beneficially Own, at any time and from time to time, in any manner not prohibited by this Agreement; provided, that the Shareholder Parties shall not sell, transfer or otherwise divest Subject Shares and/or Preferred Shares comprising and/or convertible into a number of Common Shares greater than the Subsequent Tranche Maximum in a single transaction or offering or series of related transactions or offerings, unless the Company consents in writing to a greater amount (which consent may be withheld by the Company in its sole discretion)Transfer Notice.
(c) By no later than the third anniversary of the Closing Date (the “Final Sell-Down Date”), the Shareholder Parties will sell, transfer or otherwise divest all of the Subject Shares and the Preferred Shares that they Beneficially Own; provided that the Final Sell-Down Date will be extended by 60 calendar days if a Market Disruption Event has occurred and is continuing within 10 trading days of the original Sell-Down Date.
Appears in 1 contract
Samples: Shareholders' Agreement (Nanophase Technologies Corporation)
Remaining Shares. (a) For a period of three months following the Second Tranche Pricing Date, the Shareholder Parties will not Transfer any Subject Shares, any Preferred Shares or any securities convertible into, or exercisable or exchangeable for Subject Shares or Preferred Shares; provided that such prohibition shall not (x) prevent (A) the filing of a Registration Statement pursuant to an exercise of the Shareholder Parties’ rights under Section 4.1 or 4.3 or (B) the participation in a Piggyback Registration pursuant to an exercise of the Shareholder Parties’ rights under Section 4.2 or (y) apply to Transfers (i) On the first Business Day following the date on which the Company’s 2020 financial statements become available (which shall be no later than sixty (60) days following December 31, 2020) (the “Put/Call Exercise Date”), provided that 2020 EBITDA equals or exceeds $4,285,714.29, each of Buyer, on the one hand, and Sellers’ Representative, on the other hand, shall have the right to Permitted Transfereeselect to have the Buyer purchase all, but not less than all, and have the Sellers sell all, but not less than all, of the Remaining Shares (the “Put/Call Transaction”) in consideration for an aggregate amount equal to forty percent (40%) of 2020 EBITDA multiplied by 3.5 (the “Put/Call Purchase Price”). The Put/Call Purchase Price shall be paid pro rata to each Seller based on each Seller’s respective number of Remaining Shares.
(ii) pursuant If Buyer or Sellers’ Representative desires to exercise such right, such Party shall, on or prior to the Put/Call Exercise Date, give notice in writing to the other Parties stating such election (a bona fide “Put/Call Exercise Notice”). Buyer and the Sellers shall act in good faith and use commercially reasonable efforts to consummate the Put/Call Transaction within 20 days (the “Put/Call Period”) following the date of delivery of the Put/Call Exercise Notice, including using commercially reasonable efforts to obtain any required third party tender offer or exchange offer or approvals as promptly as practicable and entering into a purchase agreement that provides Buyer with indemnification for the Remaining Shares. At the closing of the Put/Call Transaction, each of the Sellers shall sell, and Buyer shall purchase in cash, all of the Remaining Shares.
(iii) pursuant to any merger or other similar business combination transaction effected by From the Company.
Closing until the end of the Put/Call Period (b) On or after the date that is three months after the Second Tranche Pricing Dateor, if a Put/Call Exercise Notice has been delivered, the Shareholder Parties may consummation of the Put/Call Transaction), neither Seller shall sell, transfer transfer, convey or otherwise divest all pledge any of the Subject Remaining Shares and the Preferred Shares that they Beneficially Own, at any time and from time to time, in any manner not prohibited by this Agreement; provided, that the Shareholder Parties Buyer shall not sell, transfer transfer, convey or otherwise divest Subject pledge any of the Initial Purchased Shares and/or Preferred Shares comprising and/or convertible into a number of Common Shares greater (other than the Subsequent Tranche Maximum in a single transaction or offering or series pledge of related transactions or offerings, unless such shares to the Company consents in writing Sellers pursuant to a greater amount (which consent may be withheld by the Company in its sole discretionPromissory Notes).
(civ) By no later than Solely in connection with and in addition to the third anniversary payment of the Closing Date (the “Final Sell-Down Date”)Put/Call Purchase Price, the Shareholder Parties will sell, transfer or otherwise divest all Sellers shall be entitled to a one-time payment equal to such Seller’s Allocable Portion of 20% of the Subject Shares and Company’s 2020 net income multiplied by (352/365) to prorate from the Preferred Shares that they Beneficially Own; provided that the Final Sell-Down Date will be extended by 60 calendar days if a Market Disruption Event has occurred and is continuing within 10 trading days date of the original Sell-Down DateClosing until December 31, 2020.
Appears in 1 contract
Samples: Stock Purchase Agreement (Travelzoo)